FORM 8 – K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
The Securities Exchange Act of 1934
Date of Report
(Date of earliest
event reported):
October 11, 2002
Carmina Technologies Inc.
(Exact name of registrant as specified in its charter)
Utah | 0-30685 | 870305395 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
810, 540 5th Avenue SW, Calgary, Alberta, Canada T2P 0M2
(Address of principal executive offices, including zip code)
(403) 269-5369
(Registrant's telephone number)
Item 7.
Financial Statements and Exhibits
(a)
Financial statements of the business acquired:
Audited financial statements of WWO for the fiscal years ended December 31, 2000 and 2001 and the nine-month interim period ended September 30, 2002.
(b)
Pro forma financial information.
The pro forma interim financial statements for the nine months ended September 30, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CARMINA TECHNOLOGIES INC.
Date:
December 23, 2002
By:
/s/ John M. Alston
-------------------------------------------
John M. Alston
President and Chief Executive Officer
<PAGE>
WORLDWIDE ONLINE CORP.
INTERIM FINANCIAL STATEMENTS
December 31, 2001
Kassim-Lakha Abdulla & Co.
Professional Corporation
Chartered Accountants
C O N T E N T S
Auditors' Report
1
Balance Sheet
2
Statement of Income and Deficit
3
Statement of Cash Flows
4
Notes to Financial Statements
5-7
Kassim-Lakha Abdulla & Co.
Professional Corporation
Chartered Accountants
7100 Woodbine Avenue, Suite 302
Markham, Ontario, Canada L3R 5J2
Telephone: (905) 946-0602
Fax: (905) 946-0603
E-mail: klator@ipoline.com
Offices in: Vancouver and Calgary
Associated Offices in: Kenya, Uganda & UK
Website: www.kisa.net
To the Shareholders of WorldWide Online Corp.:
Auditors' Report
We
have audited the balance sheet of WorldWide Online Corp. as at December 31,
2001 and the statements of income and deficit and cash flows for the year then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We
conducted our audit in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to
obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the
amounts and disclosures in the financial statements. An audit also
includes
assessing the accounting principles used and significant estimates made by the
management, as well as evaluating the overall financial statement presentation.
In
our opinion, these financial statements present fairly, in all material
respects, the
financial position of the company as at December 31, 2001 and the results of its
operations and cash flows for the year then ended in accordance with Canadian
generally accepted accounting principles.
Markham, Ontario
/signed/ Kassim-Lakha Abdulla & Co.
October
17, 2002
Professional
Corporation
Chartered
Accountants
WORLDWIDE ONLINE CORP.
BALANCE SHEET
December 31, 2001 and 2000
|
2001 |
2000 |
|||
|
ASSETS |
||||
|
Current Assets |
||||
|
Cash |
$ |
247,526 |
$ |
67,682 |
|
Term deposits |
10,000 |
36,932 |
||
|
Accounts receivable |
82,582 |
65,606 |
||
|
Loan receivable (Note 3) |
- |
5,000 |
||
|
Due from related party (Note 4) |
- |
240,270 |
||
|
Prepaid expenses and deposits |
14,346 |
14,946 |
||
|
354,454 |
430,436 |
|||
|
Capital Assets (Notes 1(a) & 5) |
78,442 |
106,600 |
||
|
Future Income Taxes |
81,000 |
- |
||
|
$ |
513,896 |
$ |
537,036 |
|
|
LIABILITIES |
||||
|
Current |
||||
|
Accounts payable and accrued liabilities |
$ |
404,810 |
$ |
129,725 |
|
Deferred income |
51,029 |
38,371 |
||
|
Obligation under capital lease (Note 6) |
5,435 |
- |
||
|
|
461,274 |
168,096 |
||
|
Accounts payable |
116,250 |
- |
||
|
Obligation under capital lease (Note 6) |
8,987 |
- |
||
|
Due to parent company (Note 7) |
- |
1,501,565 |
||
|
SHAREHOLDER'S DEFICIENCY |
||||
|
Share Capital (Note 8) |
270,375 |
270,375 |
||
|
Deficit |
(342,990) |
(1,403,000) |
||
|
(72,615) |
(1,132,990) |
|||
|
$ |
513,896 |
$ |
537,036 |
|
|
On behalf of the board: |
||||
|
/signed/ Romeo Colacitti, President |
||||
|
The accompanying notes are an integral part of these financial statements. |
||||
WORLDWIDE ONLINE CORP.
STATEMENT OF INCOME AND DEFICIT
For the year ended December 31, 2001
|
2001 |
2000 |
|||
|
Revenue |
||||
|
Online services |
$ |
1,315,758 |
$ |
1,014,703 |
|
Cost of sales |
889,949 |
316,858 |
||
|
Gross profit |
425,809 |
697,845 |
||
|
Expenses |
||||
|
Advertising and promotion |
1,472 |
3,363 |
||
|
Amortization |
32,181 |
40,856 |
||
|
Bad debts |
4,152 |
1,181 |
||
|
Bank charges and interest |
11,216 |
7,691 |
||
|
Consulting fees |
127,070 |
126,234 |
||
|
Insurance |
3,423 |
3,664 |
||
|
Loan interest |
5,397 |
10,278 |
||
|
Office and general |
6,819 |
8,411 |
||
|
Professional fees |
3,500 |
14,497 |
||
|
Rent |
115,278 |
60,164 |
||
|
Repairs and maintenance |
(1,111) |
2,294 |
||
|
Salaries and employee benefits |
390,190 |
516,014 |
||
|
Software licence |
373 |
4,185 |
||
|
Telephone |
4,344 |
7,195 |
||
|
Travel |
791 |
4,452 |
||
|
|
705,095 |
810,479 |
||
|
(Loss) from operation |
(279,286) |
(112,634) |
||
|
Other income |
||||
|
Due to parent company forfeited |
1,256,644 |
- |
||
|
Other income |
1,633 |
109,450 |
||
|
Interest income |
19 |
29,317 |
||
|
Income before income taxes |
979,010 |
26,133 |
||
|
(Recovery of) provision for income taxes |
||||
|
Income taxes- current |
372,658 |
15,407 |
||
|
Income taxes- future |
(453,658) |
(15,407) |
||
|
(81,000) |
- |
|||
|
Net income for the year |
1,060,010 |
26,133 |
||
|
(Deficit), beginning of year |
(1,403,000) |
(1,429,133) |
||
|
(Deficit), end of year |
$ |
(342,990) |
$ |
(1,403,000) |
|
The accompanying notes are an integral part of these financial statements. |
||||
WORLDWIDE ONLINE CORP.
STATEMENT OF CASH FLOWS
For the year ended December 31, 2001
|
2001 |
2000 |
|||
|
Operating activities |
||||
|
Net income for the year |
$ |
1,060,010 |
$ |
26,133 |
|
Add: Items not requiring an outlay of cash |
||||
|
Amortization |
32,181 |
40,856 |
||
|
Future income taxes |
(81,000) |
- |
||
|
1,011,191 |
66,989 |
|||
|
Net change to non-cash working capital |
||||
|
balances related to operations |
||||
|
Accounts receivable |
(16,976) |
10,563 |
||
|
Prepaid expenses and deposits |
600 |
1,631 |
||
|
Accounts payable and accrued liabilities |
275,085 |
42,347 |
||
|
Deferred income |
12,658 |
31,998 |
||
|
Cash provided by operating activities |
1,282,558 |
153,528 |
||
|
Investment activities |
||||
|
Loan receivable |
5,000 |
(5,000) |
||
|
Due from related parties |
240,270 |
(23,109) |
||
|
Proceed on disposal of capital assets |
21,200 |
- |
||
|
Additions to capital assets |
(25,223) |
(29,179) |
||
|
Cash provided by (used in) investment activities |
241,247 |
(57,288) |
||
|
Financing activities |
||||
|
Accounts payable |
116,250 |
- |
||
|
Long term debt |
- |
(50,004) |
||
|
Obligation under capital lease |
14,422 |
- |
||
|
Due to related parties |
- |
(653,905) |
||
|
Due to parent company |
(1,501,565) |
690,201 |
||
|
Cash (used in) financing activities |
(1,370,893) |
(13,708) |
||
|
Net increase in cash |
152,912 |
82,532 |
||
|
Cash and equivalent, beginning of year |
104,614 |
22,082 |
||
|
Cash and equivalent, end of year |
$ |
257,526 |
$ |
104,614 |
|
Represented by: |
||||
|
Cash |
$ |
247,526 |
$ |
67,682 |
|
Term deposits |
10,000 |
36,932 |
||
|
$ |
257,526 |
$ |
104,614 |
The accompanying notes are an integral part of these financial statements.
WORLDWIDE ONLINE CORP.
NOTES TO FINANCIAL STATEMENTS
December 31, 2001
1. Significant accounting policies
(a)
Capital assets
Capital assets are recorded at cost. Amortization is provided to expense the asset over its estimated useful life on the following basis:
Computer equipment- 30% on declining balance method
Furniture and fixtures- 20% on declining balance method
Leasehold improvements- 20% on straight line method
2. Use of estimates
The
preparation of financial statements in conformity with Canadian generally
accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could
differ from those estimates. These estimates are reviewed periodically,
and, as adjustments become necessary, they are reported in
earnings in the period in which they become known.
3. Loan receivable
The loan receivable is unsecured, non-interest bearing and has no specific terms of repayment.
4. Due from related party
|
2001 |
2000 |
|||
|
AmCan Minerals Limited |
$ |
- |
$ |
240,270 |
The amount due from related party is unsecured, non-interest bearing and has no specific terms of repayment.
5. Capital assets
|
Cost |
Accumulated |
Net Book Value 2001 2000 |
||||||
|
Computer equipment |
$ |
295,695 |
$ |
229,487 |
$ |
66,208 |
$ |
91,306 |
|
Furniture and fixtures |
41,011 |
28,777 |
12,234 |
15,294 |
||||
|
$ |
336,706 |
$ |
258,264 |
$ |
78,442 |
$ |
106,600 |
|
6. Obligation under capital lease
Future minimum lease payments require under capital lease are as follows:
|
2002 |
$ |
8,640 |
|
2003 |
8,640 |
|
|
2004 |
1,440 |
|
|
18,720 |
||
|
Less: interest at 18.819% |
4,298 |
|
|
14,422 |
||
|
Less: current portion |
5,435 |
|
|
$ |
8,987 |
Interest expense related to the capital lease obligation totaled $5,397 in 2001 (2000 $nil).
WORLDWIDE ONLINE CORP.
NOTES TO FINANCIAL STATEMENTS
December 31, 2001
7. Due to parent company
The amount due to parent company, WorldWide Data, Inc., is unsecured, non-interest bearing and has no specific terms of repayment.
8. Share Capital
Authorized:
Unlimited number of common shares
Unlimited number of non-voting Class A special shares
|
2001 |
2000 |
|||
|
Issued: |
||||
|
1,764,706 common shares |
$ |
270,375 |
$ |
270,375 |
9. Lease commitments
The
Company has entered into lease agreements for its premise which expires on
August 31, 2005. Future minimum lease payments for
the next five years are as follows:
|
2002 |
$ |
50,340 |
|
2003 |
50,340 |
|
|
2004 |
50,340 |
|
|
2005 |
33,560 |
10. Related party transactions
The following table summarizes the Company's related party transactions for the year:
|
2001 |
2000 |
|||
|
Rental
income received from companies controlled by a director or his |
$ |
- |
$ |
9,600 |
|
Consulting fees paid to a company controlled by a director |
120,000 |
120,000 |
These
transactions are in the normal course of operations and are measured at the
exchange amount, which is the amount of consideration
established and agreed to by the related parties.
At the end of the year, the amounts due to and (from) related entities are as follows:
|
Companies controlled by a director or his family |
$ |
62,060 |
$ |
(240,270) |
|
Director |
34,735 |
- |
||
|
Parent company |
- |
1,501,565 |
11. Financial instruments
a) Credit risk
The
Company maintains cash balances at two banks. Cash accounts at the bank is
insured by CDIC for up to $60,000. Amount was
in excess of insured limit was $168,169 at December 31, 2001 and $25,508 at
December 31, 2000.
WORLDWIDE ONLINE CORP.
NOTES TO FINANCIAL STATEMENTS
December 31, 2001
12. Interest and taxes paid
During the year, the Company had cash flows arising from interest and taxes paid as follows:
|
2001 |
2000 |
|||
|
Interest paid |
$ |
5,397 |
$ |
10,278 |
|
Income taxes paid |
- |
- |
13. Reconciliation to US GAAP
a) Stock Options
US
GAAP Accounting Principles Board Option 25 requires compensation cost to be
recognized for stock options granted to
employees when the options price is less than the market price of the underlying
common stock on the date of grant. Canadian GAAP
has no such requirement. As no options were issued by the Company, there
would be no adjustment required to the financial
statements.
b) Management fees
Under
US GAAP the Company must recognize the value of services contributed to the
Company by its Officers. Under Canadian
GAAP there is no such requirement. The contribution by the officers was
recognized as the officers were compensated for their
services, no adjustment would be required.
c) Marketable securities
Under
US GAAP the Marketable Securities are classified as trading and reported at fair
value. Under Canadian GAAP, marketable
securities are valued at the lesser of purchase price or fair value, however if
fair value increases, no increase is recorded. As the
Company has no marketable securities there would be no adjustment required.
14. Going concern
These
financial statements have been prepared on the basis of a going concern, which
contemplates the realization of assets and
liquidation of liabilities in the normal course of business. As at
December 31, 2001 the Company was in a deficit position from
accumulated operating losses.
Continuation
of the Company as a going concern is dependent upon the Company's ability to
generate future profitable operations.
WORLDWIDE ONLINE CORP.
INTERIM FINANCIAL STATEMENTS
September 30, 2002
Kassim-Lakha Abdulla & Co.
Professional Corporation
Chartered Accountants
C O N T E N T S
Auditors' Report
1
Balance Sheet
2
Interim Statement of Income and Deficit
3
Interim Statement of Cash Flows
4
Notes to Interim Financial Statements
5-7
Kassim-Lakha Abdulla & Co.
Professional Corporation
Chartered Accountants
7100 Woodbine Avenue, Suite 302
Markham, Ontario, Canada L3R 5J2
Telephone: (905) 946-0602
Fax: (905) 946-0603
E-mail: klator@ipoline.com
Offices in: Vancouver and Calgary
Associated Offices in: Kenya, Uganda & UK
Website: www.kisa.net
To the Shareholders of WorldWide Online Corp.:
Auditors' Report
We
have audited the interim balance sheet of WorldWide Online Corp. as at
September 30, 2002 and the interim statements of income and deficit and cash
flows
for the period from January 1, 2002 to September 30, 2002. These interim
financial
statements are the responsibility of the Company's management. Our
responsibility
is to express an opinion on these interim financial statements based on our
audit.
We
conducted our audit in accordance with Canadian generally accepted auditing
standards. Those standards require that we plan and perform an audit to
obtain
reasonable assurance whether the interim financial statements are free of
material
misstatement. An audit includes examining, on a test basis, evidence
supporting the
amounts and disclosures in the interim financial statements. An audit also
includes
assessing the accounting principles used and significant estimates made by the
management, as well as evaluating the overall financial statement presentation.
In
our opinion, these interim financial statements present fairly, in all material
respects, the financial position of the company as at September 30, 2002 and the
results of its operations and cash flows for the period then ended in accordance
with
Canadian generally accepted accounting principles.
Markham, Ontario
/signed/
Kassim-Lakha Abdulla & Co.
October 18, 2002
Professional
Corporation
Chartered Accountants
WORLDWIDE ONLINE CORP.
BALANCE SHEET
|
As at: |
September
30, |
December
31, |
||
|
ASSETS |
||||
|
Current assets: |
||||
|
Cash |
$ |
100,267 |
$ |
247,526 |
|
Term deposits |
10,325 |
10,000 |
||
|
Accounts receivable |
31,733 |
82,582 |
||
|
Prepaid expenses and deposits |
29,176 |
14,346 |
||
|
171,501 |
354,454 |
|||
|
Capital assets (Notes 1(a) & 3) |
81,833 |
78,442 |
||
|
Future income taxes |
94,000 |
81,000 |
||
|
347,334 |
513,896 |
|||
|
LIABILITIES |
||||
|
Accounts payable and accrued liabilities |
397,759 |
404,810 |
||
|
Deferred income |
38,774 |
51,029 |
||
|
Obligation under capital lease (Note 4) |
7,234 |
5,435 |
||
|
|
443,767 |
461,274 |
||
|
Accounts payable |
23,658 |
116,250 |
||
|
Obligation under capital lease (Note 4) |
3,427 |
8,987 |
||
|
SHAREHOLDER'S DEFICIENCY |
||||
|
Share capital (Note 5) |
270,375 |
270,375 |
||
|
Deficit |
(393,893) |
(342,990) |
||
|
(123,518) |
(72,615) |
|||
|
$ |
347,334 |
$ |
513,896 |
|
|
On behalf of the board: |
||||
|
/signed/ Romeo Colacitti, President |
||||
|
The accompanying notes are an integral part of these interim financial statements. |
||||
WORLDWIDE ONLINE CORP.
INTERIM STATEMENT OF INCOME AND DEFICIT
For the nine months ended September 30th
|
2002 |
2001 |
|||
|
Revenue |
||||
|
Online services |
$ |
986,438 |
$ |
1,315,758 |
|
Cost of sales |
525,204 |
889,949 |
||
|
Gross profit |
461,234 |
425,809 |
||
|
Expenses: |
||||
|
Advertising and promotion |
2,214 |
1,472 |
||
|
Amortization |
16,880 |
32,181 |
||
|
Bad debts |
9,154 |
4,152 |
||
|
Bank charges and interest |
7,458 |
11,216 |
||
|
Consulting fees |
89,000 |
127,070 |
||
|
Insurance |
2,269 |
3,423 |
||
|
Interest on obligation under capital lease |
3,773 |
5,397 |
||
|
Office and general |
6,239 |
6,819 |
||
|
Professional fees |
14,823 |
3,500 |
||
|
Rent |
89,272 |
115,278 |
||
|
Repairs and maintenance |
80 |
(1,111) |
||
|
Salaries and employee benefits |
281,484 |
390,190 |
||
|
Software licence |
405 |
373 |
||
|
Telephone |
3,227 |
4,344 |
||
|
Travel |
358 |
791 |
||
|
526,636 |
705,095 |
|||
|
(Loss) from operation |
(65,402) |
(279,286) |
||
|
Other income |
||||
|
Due to parent company forfeited |
- |
1,256,644 |
||
|
Other income |
1,499 |
1,652 |
||
|
(Loss) income before income taxes |
(63,903) |
979,010 |
||
|
(Recovery of) provision for income taxes: |
||||
|
Income taxes- current |
- |
372,658 |
||
|
Income taxes- future |
(13,000) |
(453,658) |
||
|
(13,000) |
(81,000) |
|||
|
Net (loss) income for the period |
(50,903) |
1,060,010 |
||
|
(Deficit), beginning of period |
(342,990) |
(1,403,000) |
||
|
(Deficit), end of period |
$ |
(393,893) |
$ |
(342,990) |
|
The accompanying notes are an integral part of these interim financial statements. |
||||
WORLDWIDE ONLINE CORP.
INTERIM STATEMENT OF CASH FLOWS
For the nine months ended September 30th
|
2002 |
2001 |
|||
|
Operating activities: |
||||
|
Net (loss) income for the period |
$ |
(50,903) |
$ |
1,060,010 |
|
Add: Items not requiring an outlay of cash |
||||
|
Amortization |
16,880 |
32,181 |
||
|
Future income taxes |
(13,000) |
(81,000) |
||
|
(47,023) |
1,011,191 |
|||
|
Net change to non-cash working capital balances related to operations: |
||||
|
Accounts receivable |
50,849 |
(16,976) |
||
|
Prepaid expenses and deposits |
(14,830) |
600 |
||
|
Accounts payable and accrued liabilities |
(7,051) |
275,085 |
||
|
Deferred income |
(12,255) |
12,658 |
||
|
Cash (used in) provided by operating activities |
(30,310) |
1,282,558 |
||
|
Investment activities: |
||||
|
Loan receivable |
- |
5,000 |
||
|
Due from related parties |
- |
240,270 |
||
|
Proceeds on disposal of capital assets |
- |
21,200 |
||
|
Additions to capital assets |
(20,271) |
(25,223) |
||
|
Cash (used in) provided by investment activities |
(20,271) |
241,247 |
||
|
Financing activities: |
||||
|
Accounts payable |
(92,592) |
116,250 |
||
|
Obligation under capital lease |
(3,761) |
14,422 |
||
|
Due to parent company |
- |
(1,501,565) |
||
|
Cash (used in) financing activities |
(96,353) |
(1,370,893) |
||
|
Net (decrease) increase in cash |
(146,934) |
(152,912) |
||
|
Cash and equivalent, beginning of period |
257,526 |
104,614 |
||
|
Cash and equivalent, end of period |
$ |
110,592 |
$ |
257,526 |
|
Represented by: |
||||
|
Cash |
$ |
100,267 |
$ |
247,526 |
|
Term deposits |
10,325 |
10,000 |
||
|
$ |
110,592 |
$ |
257,526 |
The accompanying notes are an integral part of these interim financial statements.
WORLDWIDE ONLINE CORP.
NOTES TO INTERIM FINANCIAL STATEMENTS
September 30, 2002
1. Significant accounting policies
(a) Capital assets
Capital
assets are recorded at cost. Amortization is provided to expense the asset
over its estimated useful
life on the following basis:
Computer equipment- 30% on declining balance method
Furniture and fixtures- 20% on declining balance method
2. Use of estimates
The
preparation of financial statements in conformity with Canadian generally
accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from
those estimates. These estimates are reviewed periodically and as
adjustments become necessary, they are
reported in earnings in the period in which they become known.
3. Capital assets
|
Cost |
Accumulated |
Net Book Value Sept 30, 2002 Dec 31, 2002 |
||||||
|
Computer equipment |
$ |
315,966 |
$ |
244,558 |
$ |
71,408 |
$ |
66,208 |
|
Furniture and fixtures |
41,011 |
30,586 |
10,425 |
12,234 |
||||
|
$ |
356,977 |
$ |
275,144 |
$ |
81,833 |
$ |
78,442 |
|
4. Obligation under capital lease
Future minimum lease payments required under capital lease are as follows:
|
2003 |
$ |
8,640 |
|
2004 |
3,600 |
|
|
12,240 |
||
|
Less: interest at 18.819% |
1,579 |
|
|
10,661 |
||
|
Less: current portion |
7,234 |
|
|
$ |
3,427 |
Interest expense related to the capital lease obligation totaled $3,773 in 2002 (2001 $5,397).
5. Share Capital
Authorized:
Unlimited number of common shares
Unlimited number of non-voting Class A special shares
|
Sept 30, 2002 |
Dec 31, 2001 |
|||
|
Issued: |
||||
|
1,764,706 common shares |
$ |
270,375 |
$ |
270,375 |
WORLDWIDE ONLINE CORP.
NOTES TO INTERIM FINANCIAL STATEMENTS
September 30, 2002
6. Related party transactions
The following table summarizes the Company's related party transactions for the year:
|
Sept 30, 2002 |
Dec 31, 2001 |
|||
|
Consulting
fees paid to a company controlled by a director or |
$ |
89,000 |
$ |
120,000 |
These
transactions are in the normal course of operations and are measured at the
exchange amount, which is
the amount of consideration established and agreed to by the related parties.
At the end of the year, the amounts due to and (from) related entities are as follows:
|
Company controlled by a director of his family |
$ |
49,268 |
$ |
62,060 |
|
Director |
- |
34,735 |
7. Lease commitments
The
Company has entered into lease agreements for its premise which expires on
August 31, 2005. Future
minimum
lease payments for the next five years are as follows:
|
2003 |
$ |
50,340 |
|
2004 |
50,340 |
|
|
2005 |
46,145 |
8. Financial instruments
a) Credit risk
The
Company maintains cash balances at two banks. Cash accounts at the bank is
insured by CDIC for up
to $60,000. There was no excess of insured limit at September 30, 2002 and
$168,169 at December 31,
2001.
9. Interest and taxes paid
During the period, the Company had cash flows arising from interest and taxes paid as follows:
|
Sept 30, 2002 |
Dec 31, 2001 |
|||
|
Interest paid |
$ |
3,773 |
$ |
5,397 |
|
Income taxes paid |
- |
- |
10. Reconciliation to US GAAP
a) Stock Options
US
GAAP Accounting Principles Board Option 25 requires compensation cost to be
recognized for stock
options granted to employees when the options price is less than the market
price of the underlying common
stock on the date of grant. Canadian GAAP has no such requirement.
As no options were issued by the
Company, there would be no adjustment required to the financial statements.
b) Management fees
Under
US GAAP the Company must recognize the value of services contributed to the
Company by its
Officers. Under Canadian GAAP there is no such requirement. The
contribution by the officers was
recognized as the officers were compensated for their services, no adjustment
would be required.
WORLDWIDE ONLINE CORP.
NOTES TO INTERIM FINANCIAL STATEMENTS
September 30, 2002
10. Reconciliation to US GAAP (continued)
c) Marketable securities
Under
US GAAP the Marketable Securities are classified as trading and reported at fair
value. Under
Canadian GAAP, marketable securities are valued at the lesser of purchase price
or fair value, however if fair
value increases, no increase is recorded. As the Company has no marketable
securities there would be no
adjustment required.
11. Going concern
These
financial statements have been prepared on the basis of a going concern, which
contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. As at September 30, 2002
the Company was in a deficit position from accumulated operating losses.
Continuation
of the Company as a going concern is dependent upon the Company's ability to
generate future
profitable operations
CARMINA TECHNOLOGIES, INC.
AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED PROFORMA FINANCIAL STATEMENTS
September 30, 2002
CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Proforma Balance Sheet
September 30, 2002
|
Carmina |
WorldWide |
Adjustments |
Proforma |
|||||
|
CURRENT ASSETS |
||||||||
|
Cash |
$ |
3,190 |
$ |
63,172 |
$ |
$ |
66,362 |
|
|
Prepaid expenses |
401 |
18,382 |
18,783 |
|||||
|
Accounts receivable |
44 |
19,993 |
20,037 |
|||||
|
Tax refund receivable |
10,592 |
-- |
10,592 |
|||||
|
Term deposit |
-- |
6,506 |
6,506 |
|||||
|
Total Current Assets |
14,227 |
108,053 |
122,280 |
|||||
|
OTHER ASSETS |
||||||||
|
Inventory |
10,661 |
-- |
10,661 |
|||||
|
Marketable securities |
16,909 |
-- |
16,909 |
|||||
|
Total Other Assets |
27,570 |
-- |
27,570 |
|||||
|
GOODWILL |
-- |
-- |
403,249 |
403,249 |
||||
|
PROPERTY AND EQUIPMENT |
51,347 |
51,558 |
102,905 |
|||||
|
FUTURE INCOME TAXES |
-- |
59,224 |
59,224 |
|||||
|
TOTAL ASSETS |
$ |
93,144 |
$ |
218,835 |
$ |
403,249 |
$ |
715,228 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
||||||||
|
CURRENT LIABILITIES |
||||||||
|
Accounts payable |
$ |
24,061 |
$ |
250,604 |
$ |
274,665 |
||
|
Due to related party |
759,323 |
-- |
759,323 |
|||||
|
Accrued expenses |
7,540 |
-- |
7,540 |
|||||
|
Deferred income |
-- |
24,429 |
24,429 |
|||||
|
Obligation under capital lease |
-- |
4,558 |
4,558 |
|||||
|
Total Current Liabilities |
790,924 |
279,591 |
1,070,515 |
|||||
|
LONG TERM ACCOUNTS PAYABLE |
-- |
14,906 |
14,906 |
|||||
|
OBLIGATION UNDER CAPITAL LEASE |
-- |
2,159 |
2,159 |
|||||
|
STOCKHOLDERS' EQUITY (DEFICIT) |
||||||||
|
Common
stock: 40,000,000 shares |
2,483,182 |
170,347 |
187,153 |
2,840,682 |
||||
|
Cumulative translation adjustment |
(12,861) |
-- |
(12,861) |
|||||
|
Deficit
accumulated during the
|
(3,168,101) |
(248,168) |
216,096 |
(3,200,173) |
||||
|
|
||||||||
|
Total Stockholders' Equity (Deficit) |
(697,780) |
(77,821) |
403,249 |
(372,352) |
||||
|
TOTAL
LIABILITIES AND |
$ |
93,144 |
$ |
218,835 |
$ |
403,249 |
$ |
715,228 |
See accompanying notes to the consolidated proforma financial statements.
CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Proforma Statements of Operations
For the nine months ended September 30, 2002
|
Carmina |
WorldWide
Online |
Adjustments |
Proforma |
|||||
|
REVENUES |
$ |
-- |
$ |
621,496 |
$ |
$ |
621,496 |
|
|
COST OF GOODS SOLD |
- |
330,901 |
330,901 |
|||||
|
GROSS PROFIT |
- |
290,595 |
290,595 |
|||||
|
EXPENSES |
||||||||
|
General and administrative |
312,149 |
260,394 |
572,543 |
|||||
|
Depreciation expense |
3,229 |
10,635 |
13,864 |
|||||
|
Research and development |
321 |
-- |
321 |
|||||
|
Consulting fees |
39,392 |
56,074 |
95,466 |
|||||
|
Management fees |
120,000 |
-- |
120,000 |
|||||
|
Total Expenses |
475,091 |
327,103 |
802,194 |
|||||
|
LOSS FROM OPERATIONS |
(475,091) |
(36,508) |
(511,599) |
|||||
|
OTHER INCOME (EXPENSE) |
||||||||
|
Unrealized gain (loss) on investments |
(43,934) |
-- |
(43,934) |
|||||
|
Writedown of advances |
(213,461) |
-- |
(213,461) |
|||||
|
Interest income |
20 |
944 |
964 |
|||||
|
Interest expense |
(2,606) |
(4,699) |
(7,305) |
|||||
|
Recovery of income taxes |
-- |
8,191 |
8,191 |
|||||
|
Total other income (expense) |
(259,981) |
4,436 |
(255,545) |
|||||
|
NET LOSS |
$ |
(735,072) |
(32,072) |
(767,144) |
||||
|
BASIC AND DILUTED LOSS PER |
$ |
(0.034) |
(0.035) |
|||||
|
WEIGHTED
AVERAGE NUMBER OF |
21,976,478 |
21,976,478 |
||||||
See accompanying notes to the consolidated proforma financial statements.
CARMINA TECHNOLOGIES, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Proforma Financial Statements
September 30, 2002
NOTE 1- SIGNIFICANT ACCOUNTING POLICIES
The
consolidated proforma financial statements included herein have been prepared by
the Company, without
audit, in accordance with accounting principles generally accepted in the United
States and pursuant to the rules
and regulations of the Securities and Exchange Commission.
NOTE 2- GOODWILL CALCULATION
|
Current assets |
$ |
108,053 |
|
Capital assets |
51,558 |
|
|
Future income taxes |
59,224 |
|
|
Total assets acquired |
218,835 |
|
|
Current liabilities |
279,591 |
|
|
Long term debt |
17,065 |
|
|
Total liabilities assumed |
296,656 |
|
|
Net liabilities assumed |
77,821 |
|
|
Purchase price |
357,500 |
|
|
Loss
related to WorldWide for the nine |
(32,072) |
|
|
Goodwill |
$ |
403,249 |
NOTE 3- ADJUSTING ENTRIES
|
Goodwill |
$ |
403,249 |
|
Common Stock: |
||
|
-Issued for purchase |
357,500 |
|
|
-WorldWide Online |
(170,347) |
|
|
$ |
187,153 |
|
|
Deficit accumulated during the development stage: |
||
|
-WorldWide Online |
248,168 |
|
|
-nine month deficit |
(32,072) |
|
|
$ |
216,096 |